There are only darkness and cold. The only noises to be heard are the digging and scraping of the creature's claws through the coarse soil. Driven by instinct the creature continues on its course upwards pausing every now and then only to then resume its exhausting journey. Suddenly the earth that surrounds it has become warmer. Acting as a catalyst the creature increases its speed, frantically clawing upwards. Bursting forth from the ground as if being birthed, the creature violently wriggles and squirms freeing itself from the soil, which has housed it for so long. Emerged at last the sun gently warms the creature's back. Crawling away from the hole it just made, it flops down in the soft, lush grass. Laying its strange, triangular head down, it tucks its small arms and legs against its body and curls its stubby tail around itself. Exhausted from the digging and warmed by the midday sun, the creature gives into sleep.

The creature's red eyes snap open. An intense pain bulges in its back as if something were pushing on it from the inside out. The pain woke it up earlier, but still exhausted from its journey it went back to sleep. But now the pain now is excruciating as if the creature were to burst at any second. Simply acting on instinct the creature begins to do what it had climbed from its resting place nearly 30 feet below the earth to do. Like caterpillar to butterfly, the time has come to shed its shell and transform.

With little forcing and straining its back splits open like wet paper. From the split a strange new form arises from the empty shell. Kneeling on all fours it slowly comes to a crouch and stands erect. Its shriveled wings and tail begin to fill out with blood expanding and growing. The strange triangular horns on its head begin to fill with blood as well, increasing in thickness from the paper-thin forms they once were.

After a few more moments of standing motionless allowing his blood to expand and properly form his wings, tail, and head, the creature takes a couple steps away from his shed skin. With each step the creature takes his feet make a strange squeaking sound, shattering the silence of the forest clearing. Facing the sun, the creature spreads his wings and curls his tail into the air behind him. The sun and the gentle breeze begin to dry his moist, soft, new flesh. After 45 minutes or so his exoskeleton becomes dry and firm. Stretching his arms, legs, tail and wings he begins to work the stiffness out of his joints. At last the locust creature has achieved its metamorphosis, the genetically engineered monster Cell.

Nearly 10 years have passed since Trunks returned to his own time after battling the androids alongside his father and Son Goku. Returning home he quickly dispatched of the Androids and the Cell that existed in his time. So he thought.

The cool, clean water is a god sent. For 7 years Cell had to rely on his own body stores for nourishment and water. Drinking from the mountain spring feels entirely liberating from his former dark, cold home. Finishing his drink he looks into the water and stares at the reflection that stares back: the cold harsh reptilian eyes, the hideous beak and his green spotted skin.

Smiling he mutters to himself, "My you are a handsome devil." He then splashes his hand into the water disrupting the reflection. Looking out over the pond he stands up and turns around. He stands quietly and angles his head up towards the blue, cloudless sky. Losing his stare in the sky he begins to think to himself.

'What happened? How did I end up here of all places?' He scans the area trying in an attempt to find something that will jog his memory. Finally his eyes find a family of birds in a nearby tree. A mother and father robin feeding their fledglings worms. He watches them for a moment and then as if being struck by a bolt of lightning the memories of what happened come back to him. The events play back in his mind.

'I had gone to Capsule Corp. to kill Trunks and steal the time machine. When I got there, Trunks who I had been spying on seemed to know everything about me and my quest for the androids. We flew to this location to fight. I had absorbed many humans and thought it was going to be an easy victory. But his Super Saiyan strength was far greater than my expectations. Never have I seen such an enormous power. He quickly disposed of my body.'

Smiling Cell accounts for the fortunate events that followed. 'Lucky for me that fool held back a little too much and didn't destroy me completely. A small bit of my tissue survived. Thanks to the DNA of Piccolo I was able to regenerate. But unfortunately the tissue was so badly damaged it couldn't regenerate to my present form. It regenerated into my larval stage. Laying there on the grass I knew that if I didn't get to water soon I would desiccate and being so small I couldn't move efficiently enough to find a body of water. In my death throws I must have attracted a crow, because before I knew it I was picked up and being fed to a fledgling. The warm, moist body was perfect for my incubation. I squirreled away into a corner of its intestine. After a few years I burst forth from the bird's innards and burrowed into the soil.'

Cell looks at his palms and his fingers still not believing how lucky he has been. 'After 10 years I have finally reformed to my present state.' He takes his eyes of his hands and stares off into the mountains.

'Damn that Trunks. If it wasn't for him I could've traveled back in time and had my perfect body by now. But he has become so extremely powerful. No matter how many humans I absorb I'll never be able to match his strength. The only way I'd be able to defeat him is if I were to attain my perfect body. But in order to attain my perfect body I would need to beat Trunks and steal his time machine. Shit! Damn Trunks and those androids.

Looking down at the ground a grimace curls on Cell's face as he ponders his predicament. 'If only those damn androids didn't kill Piccolo all those years ago, making the dragon balls disappear. I could collect the dragon balls and revive the androids saving me the hassle of having to travel back in time. If only a set of dragon balls still existed.'

Suddenly Cell's head snaps up from the ground and to the sky. A cruel smirk grows on his beak. 'Wait a second there is a set of dragon balls still. The balls on the planet Namek.' Chuckling he remembers the information that Dr. Gero fed him. Gohan, Krillin, Goku and Bulma all went to Namek to revive Piccolo and the others that died against Vegeta. They fought Frieza there and through some altercations the Namekians were brought to Earth along with their Dragon. The fools even summoned the dragon Porunga on Earth so Dr. Gero's spy robots recorded how to summon it.

Cell's evil smirk suddenly fades. 'Wait the Namekians were moved to a new planet and even having Frieza's DNA in my blood it could take me years to search the galaxy for their planet. I would need the coordinates of the new planet for the plan to be efficient.'

Frowning Cell begins to dismiss the Namek idea. 'Damn that Trunks! Stealing the time machine that Bulma made would be so much easier!' He stands frowning for a second thinking about the time machine. Finally the idea strikes him.

'Bulma and her father are the ones who built the space ships that the Namekians used to travel to their new planet. As I recall they built several of the spaceships.' His frown quickly curls back into a smirk. 'This is perfect. All I have to do to achieve my perfect body is sneak into Capsule Corp., find the coordinates to New Namek and steal one of their space ships. Even if Trunks thinks I'm still alive somewhere, he'd never expect me to steal a space ship. Once on planet Namek I can revive the Androids and absorb them without any hindrance. I will become perfect and not even Trunks will be able to stop me!'

Suddenly a deep cavernous sensation aches from within Cell. Reacting to it he rubs his abdomen. Scanning the area he locks onto a large gathering of "ki's" about 3 miles away. 'Must be a town,' he thinks. He crouches down and springs into the air with tremendous speed. He hovers about 50 in the air and spots the village. "I will have my perfect body! But first, some lunch." He cruelly smiles and flies towards his meal.